RESTATED CERTIFICATE
OF INCORPORATION OF
ASTRIA THERAPEUTICS,
INC.
(originally incorporated on
June 26, 2008 under the name Catabasis Pharmaceuticals, Inc.)
Astria Therapeutics, Inc. (hereinafter
called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, does hereby certify as follows:
I.
That the following resolution was duly adopted by the Board of Directors of the Corporation pursuant to Section 245 of the General
Corporation Law of the State of Delaware setting forth a proposed restatement of the Restated Certificate of Incorporation of the Corporation,
as amended:
RESOLVED: That the Restated Certificate
of Incorporation of the Corporation, as amended, be restated in its entirety to read as follows:
FIRST: The name of the Corporation is Astria Therapeutics,
Inc.
SECOND: The address of the Corporation’s
registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New
Castle, 19801. The name of its registered agent at that address is The Corporation Trust Company.
THIRD: The nature of the business
or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.
FOURTH: The total number of shares
of all classes of stock which the Corporation shall have authority to issue is 155,000,000 shares, consisting of (i) 150,000,000 shares
of Common Stock, $0.001 par value per share (“Common Stock”), and (ii) 5,000,000 shares of Preferred Stock, $0.001 par value
per share (“Preferred Stock”).
The following is a statement of
the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each
class of capital stock of the Corporation.
1.
General. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by
the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors upon any issuance of the
Preferred Stock of any series.
2.
Voting. The holders of the Common Stock shall have voting rights at all meetings of stockholders, each such holder being
entitled to one vote for each share thereof held by such holder; provided, however, that, except as otherwise required by law, holders
of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (which, as used herein, shall mean
the certificate of incorporation of the Corporation, as amended from time to time, including the terms of any certificate of designations
of any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders
of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to
vote thereon pursuant to this Certificate of Incorporation. There shall be no cumulative voting.
The number of authorized shares of
Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General
Corporation Law of the State of Delaware.
3.
Dividends. Dividends may be declared and paid on the Common Stock from funds lawfully available therefor as and when determined
by the Board of Directors and subject to any preferential dividend or other rights of any then outstanding Preferred Stock.
4.
Liquidation. Upon the dissolution or liquidation of the Corporation, whether voluntary or involuntary, holders of Common
Stock will be entitled to receive all assets of the Corporation available for distribution to its stockholders, subject to any preferential
or other rights of any then outstanding Preferred Stock.
Preferred Stock may be issued from
time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions
providing for the issue of such series adopted by the Board of Directors of the Corporation as hereinafter provided. Any shares of Preferred
Stock which may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law.
Authority is hereby expressly granted
to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of
any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate
of designations relating thereto in accordance with the General Corporation Law of the State of Delaware, to determine and fix the number
of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative
participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation
thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such
resolutions, all to the full extent now or hereafter permitted by the General Corporation Law of the State of Delaware. Without limiting
the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series
shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law.
The number of authorized shares
of Preferred Stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the
holders of a majority of the voting power of the capital stock of the Corporation entitled to vote thereon, voting as a single class,
irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware.
FIFTH: Except as otherwise provided
herein, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation,
in the manner now or hereafter prescribed by statute and this Certificate of Incorporation, and all rights conferred upon stockholders
herein are granted subject to this reservation.
SIXTH: In furtherance and not
in limitation of the powers conferred upon it by the General Corporation Law of the State of Delaware, and subject to the terms of any
series of Preferred Stock, the Board of Directors shall have the power to adopt, amend, alter or repeal the By-laws of the Corporation
by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a
quorum is present. The stockholders may not adopt, amend, alter or repeal the By-laws of the Corporation, or adopt any provision inconsistent
therewith, unless such action is approved, in addition to any other vote required by this Certificate of Incorporation, by the affirmative
vote of the holders of at least seventy-five percent (75%) of the votes that all the stockholders would be entitled to cast in any annual
election of directors or class of directors. Notwithstanding any other provisions of law, this Certificate of Incorporation or the By-laws
of the Corporation, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders
of at least seventy-five percent (75%) of the votes which all the stockholders would be entitled to cast in any annual election of directors
or class of directors shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article SIXTH.
SEVENTH: Except to the extent that
the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of
fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages
for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal
of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with
respect to any acts or omissions of such director occurring prior to such amendment or repeal. If the General Corporation Law of the
State of Delaware is amended to permit further elimination or limitation of the personal liability of directors, then the liability of
a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State
of Delaware as so amended.
EIGHTH: The Corporation shall provide indemnification as
follows:
1.
Actions, Suits and Proceedings Other than by or in the Right of the Corporation. The Corporation shall indemnify each person
who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he
or she is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at
the request of the Corporation, as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation,
partnership, joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being referred to hereafter
as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses
(including attorneys’ fees), liabilities, losses, judgments, fines (including excise taxes and penalties arising under the Employee
Retirement Income Security Act of 1974), and amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee
in connection with such action, suit or proceeding and any appeal therefrom, if Indemnitee acted in good faith and in a manner which
Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption
that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.
2.
Actions or Suits by or in the Right of the Corporation. The Corporation shall indemnify any Indemnitee who was or is a
party to or threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation
to procure a judgment in its favor by reason of the fact that Indemnitee is or was, or has agreed to become, a director or officer of
the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, partner, employee
or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any
employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including
attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by or on behalf
of Indemnitee in connection with such action, suit or proceeding and any appeal therefrom, if Indemnitee acted in good faith and in a
manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification
shall be made under this Section 2 in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable
to the Corporation, unless, and only to the extent, that the Court of Chancery of Delaware or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of
the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses (including attorneys’ fees) which the Court
of Chancery of Delaware or such other court shall deem proper.
3.
Indemnification for Expenses of Successful Party. Notwithstanding any other provisions of this Article EIGHTH, to the extent
that an Indemnitee has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Sections
1 and 2 of this Article EIGHTH, or in defense of any claim, issue or matter therein, or on appeal from any such action, suit or proceeding,
Indemnitee shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by or on behalf
of Indemnitee in connection therewith.
4.
Notification and Defense of Claim. As a condition precedent to an Indemnitee’s right to be indemnified, such Indemnitee
must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving such Indemnitee
for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is
so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own
expense, with legal counsel reasonably acceptable to Indemnitee. After notice from the Corporation to Indemnitee of its election so to
assume such defense, the Corporation shall not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee
in connection with such action, suit, proceeding or investigation, other than as provided below in this Section 4. Indemnitee shall have
the right to employ his or her own counsel in connection with such action, suit, proceeding or investigation, but the fees and expenses
of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee
unless (i) the employment of counsel by Indemnitee has been authorized by the Corporation, (ii) counsel to Indemnitee shall have reasonably
concluded that there may be a conflict of interest or position on any significant issue between the Corporation and Indemnitee in the
conduct of the defense of such action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel
to assume the defense of such action, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for
Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article EIGHTH. The Corporation
shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation
or as to which counsel for Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall
not be required to indemnify Indemnitee under this Article EIGHTH for any amounts paid in settlement of any action, suit, proceeding
or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation
in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation
nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.
5.
Advance of Expenses. Subject to the provisions of Section 6 of this Article EIGHTH, in the event of any threatened or pending
action, suit, proceeding or investigation of which the Corporation receives notice under this Article EIGHTH, any expenses(including
attorneys’ fees) incurred by or on behalf of Indemnitee in defending an action, suit, proceeding or investigation or any appeal
therefrom shall be paid by the Corporation in advance of the final disposition of such matter; provided, however, that the payment of
such expenses incurred by or on behalf of Indemnitee in advance of the final disposition of such matter shall be made only upon receipt
of an undertaking by or on behalf of Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined
that Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article EIGHTH; and provided further that
no such advancement of expenses shall be made under this Article EIGHTH if it is determined (in the manner described in Section 6) that
(i) Indemnitee did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests
of the Corporation, or (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe his or her
conduct was unlawful. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment.
6.
Procedure for Indemnification and Advancement of Expenses. In order to obtain indemnification or advancement of expenses
pursuant to Section 1, 2, 3 or 5 of this Article EIGHTH, an Indemnitee shall submit to the Corporation a written request. Any such advancement
of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of Indemnitee,
unless (i) the Corporation has assumed the defense pursuant to Section 4 of this Article EIGHTH (and none of the circumstances described
in Section 4 of this Article EIGHTH that would nonetheless entitle the Indemnitee to indemnification for the fees and expenses of separate
counsel have occurred) or (ii) the Corporation determines within such 60-day period that Indemnitee did not meet the applicable standard
of conduct set forth in Section 1, 2 or 5 of this Article EIGHTH, as the case may be.
Any such indemnification, unless ordered by a court,
shall be made with respect to requests under Section 1 or 2 only as authorized in the specific case upon a determination by the Corporation
that the indemnification of Indemnitee is proper because Indemnitee has met the applicable standard of conduct set forth in Section 1
or 2, as the case may be. Such determination shall be made in each instance (a) by a majority vote of the directors of the Corporation
consisting of persons who are not at that time parties to the action, suit or proceeding in question (“disinterested directors”),
whether or not a quorum, (b) by a committee of disinterested directors designated by majority vote of disinterested directors, whether
or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel
(who may, to the extent permitted by law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders
of the Corporation.
7.
Remedies. The right to indemnification or advancement of expenses as granted by this Article EIGHTH shall be enforceable
by Indemnitee in any court of competent jurisdiction. Neither the failure of the Corporation to have made a determination prior to the
commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of
conduct, nor an actual determination by the Corporation pursuant to Section 6 of this Article EIGHTH that Indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard
of conduct. Indemnitee’s expenses (including attorneys’ fees) reasonably incurred in connection with successfully establishing
Indemnitee’s right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Corporation.
Notwithstanding the foregoing, in any suit brought by Indemnitee to enforce a right to indemnification hereunder it shall be a defense
that the Indemnitee has not met any applicable standard for indemnification set forth in the General Corporation Law of the State of
Delaware.
8.
Limitations. Notwithstanding anything to the contrary in this Article EIGHTH, except as set forth in Section 7 of this
Article EIGHTH, the Corporation shall not indemnify an Indemnitee pursuant to this Article EIGHTH in connection with a proceeding (or
part thereof) initiated by such Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation. Notwithstanding
anything to the contrary in this Article EIGHTH, the Corporation shall not indemnify an Indemnitee to the extent such Indemnitee is reimbursed
from the proceeds of insurance, and in the event the Corporation makes any indemnification payments to an Indemnitee and such Indemnitee
is subsequently reimbursed from the proceeds of insurance, such Indemnitee shall promptly refund indemnification payments to the Corporation
to the extent of such insurance reimbursement.
9.
Subsequent Amendment. No amendment, termination or repeal of this Article EIGHTH or of the relevant provisions of the General
Corporation Law of the State of Delaware or any other applicable laws shall adversely affect or diminish in any way the rights of any
Indemnitee to indemnification under the provisions hereof with respect to any action, suit, proceeding or investigation arising out of
or relating to any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal.
10.
Other Rights. The indemnification and advancement of expenses provided by this Article EIGHTH shall not be deemed exclusive
of any other rights to which an Indemnitee seeking indemnification or advancement of expenses may be entitled under any law (common or
statutory), agreement or vote of stockholders or disinterested directors or otherwise, both as to action in Indemnitee’s official
capacity and as to action in any other capacity while holding office for the Corporation, and shall continue as to an Indemnitee who
has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of Indemnitee.
Nothing contained in this Article EIGHTH shall be deemed to prohibit, and the Corporation is specifically authorized to enter into, agreements
with officers and directors providing indemnification rights and procedures different from those set forth in this Article EIGHTH. In
addition, the Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to
other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater
or less than, those set forth in this Article EIGHTH.
11.
Partial Indemnification. If an Indemnitee is entitled under any provision of this Article EIGHTH to indemnification by
the Corporation for some or a portion of the expenses (including attorneys’ fees), liabilities, losses, judgments, fines (including
excise taxes and penalties arising under the Employee Retirement Income Security Act of 1974) or amounts paid in settlement actually
and reasonably incurred by or on behalf of Indemnitee in connection with any action, suit, proceeding or investigation and any appeal
therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of
such expenses (including attorneys’ fees), liabilities, losses, judgments, fines (including excise taxes and penalties arising
under the Employee Retirement Income Security Act of 1974) or amounts paid in settlement to which Indemnitee is entitled.
12.
Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer,
employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise (including any employee
benefit plan) against any expense, liability or loss incurred by him or her in any such capacity, or arising out of his or her status
as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the
General Corporation Law of the State of Delaware.
13.
Savings Clause. If this Article EIGHTH or any portion hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee as to any expenses (including attorneys’ fees),
liabilities, losses, judgments, fines (including excise taxes and penalties arising under the Employee Retirement Income Security Act
of 1974) and amounts paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or
administrative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion
of this Article EIGHTH that shall not have been invalidated and to the fullest extent permitted by applicable law.
14.
Definitions. Terms used herein and defined in Section 145(h) and Section 145(i) of the General Corporation Law of the State
of Delaware shall have the respective meanings assigned to such terms in such Section 145(h) and Section 145(i).
NINTH: This Article NINTH is inserted
for the management of the business and for the conduct of the affairs of the Corporation.
1.
General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of
Directors.
2.
Number of Directors; Election of Directors. Subject to the rights of holders of any series of Preferred Stock to elect
directors, the number of directors of the Corporation shall be established by the Board of Directors. Election of directors need not
be by written ballot, except as and to the extent provided in the By-laws of the Corporation.
3.
Classes of Directors. Subject to the rights of holders of any series of Preferred Stock to elect directors, the Board of
Directors shall be and is divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly
as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. The Board of Directors
is authorized to assign members of the Board of Directors already in office to Class I, Class II or Class III at the time such classification
becomes effective.
4.
Terms of Office. Subject to the rights of holders of any series of Preferred Stock to elect directors, each director shall
serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting of stockholders at which
such director was elected; provided that each director initially assigned to Class I shall serve for a term expiring at the Corporation’s
first annual meeting of stockholders held after the effectiveness of this Restated Certificate of Incorporation; each director initially
assigned to Class II shall serve for a term expiring at the Corporation’s second annual meeting of stockholders held after the
effectiveness of this Restated Certificate of Incorporation; and each director initially assigned to Class III shall serve for a term
expiring at the Corporation’s third annual meeting of stockholders held after the effectiveness of this Restated Certificate of
Incorporation; provided further, that the term of each director shall continue until the election and qualification of his or her successor
and be subject to his or her earlier death, resignation or removal.
5.
Quorum. The greater of (a) a majority of the directors at any time in office and (b) one-third of the number of directors fixed
pursuant to Section 2 of this Article NINTH shall constitute a quorum of the Board of Directors. If at any meeting of the Board of Directors
there shall be less than such a quorum, a majority of the directors present may adjourn the meeting from time to time without further
notice other than announcement at the meeting, until a quorum shall be present.
6.
Action at Meeting. Every act or decision done or made by a majority of the directors present at a meeting duly held at
which a quorum is present shall be regarded as the act of the Board of Directors unless a greater number is required by law or by this
Certificate of Incorporation.
7.
Removal. Subject to the rights of holders of any series of Preferred Stock, directors of the Corporation may be removed
only for cause and only by the affirmative vote of the holders of at least seventy-five percent (75%) of the votes which all the stockholders
would be entitled to cast in any annual election of directors or class of directors.
8.
Vacancies. Subject to the rights of holders of any series of Preferred Stock, any vacancy or newly created directorship
in the Board of Directors, however occurring, shall be filled only by vote of a majority of the directors then in office, although less
than a quorum, or by a sole remaining director and shall not be filled by the stockholders. A director elected to fill a vacancy shall
hold office until the next election of the class for which such director shall have been chosen, subject to the election and qualification
of a successor and to such director’s earlier death, resignation or removal.
9.
Stockholder Nominations and Introduction of Business, Etc. Advance notice of stockholder nominations for election of directors
and other business to be brought by stockholders before a meeting of stockholders shall be given in the manner provided by the By- laws
of the Corporation.
10.
Amendments to Article. Notwithstanding any other provisions of law, this Certificate of Incorporation or the By- laws of
the Corporation, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of
at least seventy-five percent (75%) of the votes which all the stockholders would be entitled to cast in any annual election of directors
or class of directors shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article NINTH.
TENTH: Stockholders of the Corporation
may not take any action by written consent in lieu of a meeting. Notwithstanding any other provisions of law, this Certificate of Incorporation
or the By-laws of the Corporation, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote
of the holders of at least seventy-five percent (75%) of the votes which all the stockholders would be entitled to cast in any annual
election of directors or class of directors shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article
TENTH.
ELEVENTH: Special meetings of stockholders
for any purpose or purposes may be called at any time by only the Board of Directors, the Chairman of the Board or the Chief Executive
Officer, and may not be called by any other person or persons. Business transacted at any special meeting of stockholders shall be limited
to matters relating to the purpose or purposes stated in the notice of meeting. Notwithstanding any other provisions of law, this Certificate
of Incorporation or the By-laws of the Corporation, and notwithstanding the fact that a lesser percentage may be specified by law, the
affirmative vote of the holders of at least seventy-five percent (75%) of the votes which all the stockholders would be entitled to cast
in any annual election of directors or class of directors shall be required to amend or repeal, or to adopt any provision inconsistent
with, this Article ELEVENTH.
TWELFTH: Unless the Corporation
consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding
brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or
other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising
pursuant to any provision of the Delaware General Corporate Law or the Certificate of Incorporation or these By-Laws (in each case, as
they may be amended from time to time), or (iv) any action asserting a claim governed by the internal affairs doctrine shall be the Court
of Chancery in the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District
of Delaware).
Any person or entity purchasing or otherwise acquiring
any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this
Article TWELFTH.
II.
That the Certificate of Designation of Preferences, Rights and Limitations of Series X Convertible Preferred Stock filed by the
Corporation with the Secretary of State of the State of Delaware on January 28, 2021 pursuant to Section 151 of the General Corporation
Law of the State of Delaware, and attached hereto as Annex A, remains in full force and effect and is not affected by this Restated Certificate
of Incorporation.
III.
That this Restated Certificate of Incorporation only restates and integrates and does not further amend the provisions of the
certificate of incorporation of the Corporation as heretofore amended or supplemented, and that there is no discrepancy between those
provisions and the provisions of this Restated Certificate of Incorporation.
IN WITNESS WHEREOF, this Restated
Certificate of Incorporation, which restates and integrates the certificate of incorporation of the Corporation, and which has been duly
adopted in accordance with Section 245 of the General Corporation Law of the State of Delaware, has been executed by its duly authorized
officer this 8th day of September, 2021.
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ASTRIA THERAPEUTICS, INC.
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By:
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/s/ Jill C. Milne
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Name:
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Jill C. Milne
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Title:
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President and Chief Executive Officer
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ANNEX A
CATABASIS PHARMACEUTICALS, INC.
CERTIFICATE OF DESIGNATION
OF PREFERENCES, RIGHTS AND LIMITATIONS
OF
SERIES X CONVERTIBLE PREFERRED
STOCK
PURSUANT TO SECTION
151 OF THE
DELAWARE GENERAL CORPORATION
LAW
CATABASIS PHARMACEUTICALS, INC.,
a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the Delaware
General Corporation Law (the “DGCL”) does hereby certify that, in accordance with Sections 141(c) and 151 of
the DGCL, the following resolution was duly adopted by the Board of Directors of the Corporation, on January 28, 2021:
WHEREAS, the Corporation wishes to designate the following
series of non-
voting convertible preferred stock which shall otherwise be
economically equal to the Common Stock of the Corporation, and which shall be convertible into Common Stock of the Corporation subject
to receipt of Stockholder Approval (defined below);
RESOLVED, pursuant to authority
expressly set forth in the Restated Certificate of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”),
(i) the issuance of a series of Preferred Stock designated as the Series X Convertible Preferred Stock, par value $0.001 per share, of
the Corporation is hereby authorized; (ii) the issuance of up to 91,380 shares of Series X Convertible Preferred Stock pursuant to the
terms of (x) the Stock Purchase Agreement, dated January 28, 2021, by and among the Corporation and the initial Holders (as defined below)
(the “Purchase Agreement”) and (y) the Agreement and Plan of Merger, dated January 28, 2021, by and among the
Corporation, Cabo Merger Sub I, Inc., Cabo Merger Sub II, LLC and Quellis Biosciences, Inc. (the “Merger Agreement”)
is hereby authorized; and (iii) the designation, number of shares, powers, preferences, rights, qualifications, limitations and restrictions
thereof (in addition to any provisions set forth in the Certificate of Incorporation that are applicable to the Preferred Stock of all
classes and series) are hereby fixed, and the Certificate of Designation of Preferences, Rights and Limitations of Series X Convertible
Preferred Stock is hereby approved as follows:
SERIES X CONVERTIBLE PREFERRED
STOCK
Section 1 Definitions. For the purposes hereof,
the following terms shall have the following meanings:
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with (as such terms are used in and construed under Rule 144 under the Securities Act of 1933), a Person. With respect to a Holder, any
investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Holder will be deemed
to be an Affiliate of such Holder.
“Business Day”
means any day except Saturday, Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions
in the State of New York are authorized or required by law or other governmental action to close; provided, however, for clarification,
commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,
“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the
direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial
banks in the State of New York are generally are open for use by customers on such day.
“Closing Sale Price”
means, for any security as of any date, the last closing trade price for such security immediately prior to 4:00 p.m., New York City
time, on the principal Trading Market where such security is listed or traded, as reported by Bloomberg, L.P. (or an equivalent, reliable
reporting service mutually acceptable to and hereafter designated by Holders of a majority of the then-outstanding Series X Preferred
Stock and the Corporation), or if the foregoing do not apply, the last trade price of such security in the over-the-counter market on
the electronic bulletin board for such security as reported by Bloomberg, L.P., or, if no last trade price is reported for such security
by Bloomberg, L.P., the average of the bid prices of any market makers for such security as reported on the OTC Pink Market by OTC Markets
Group, Inc. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing
Sale Price of such security on such date shall be the fair market value as determined in good faith by the Board of Directors of the
Corporation.
“Commission” means the U.S. Securities
and Exchange Commission.
“Common
Stock” means the Corporation’s common stock, par value of $0.001 per share, and stock of any other class of securities
into which such securities may hereafter be reclassified or changed.
“Conversion Shares”
means, collectively, the shares of Common Stock issuable upon conversion of the shares of Series X Preferred Stock in accordance with
the terms hereof, including the Initial Conversion Shares.
“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Holder” means any holder of Series
X Preferred Stock.
“Person”
means any individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Trading Day” means a day on which
the principal Trading Market is open for business.
“Trading Market”
means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the
NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or
any successors to any of the foregoing).
Section 2 Designation,
Amount and Par Value; Assignment.
(a)
The series of preferred stock designated by this Certificate of Designation shall be designated as the Corporation’s Series
X Convertible Preferred Stock (the “Series X Preferred Stock”) and the number of shares so designated shall
be 91,380. Series X Preferred Stock shall have a par value of $0.001 per share.
(b)
The Corporation shall maintain a register of shares of the Series X Preferred Stock, upon records to be maintained by the Corporation
for that purpose (the “Series X Preferred Stock Register”), in the name of the Holders thereof from time to
time, including the name, address, electronic mail address and facsimile number of each such Holder. The Corporation may deem and treat
the registered Holder of shares of Series X Preferred Stock as the absolute owner thereof for the purpose of any conversion thereof and
for all other purposes. Shares of Series X Preferred Stock may be issued solely in book entry form or, if requested by any Holder, such
Holder’s shares may be issued in certificated form. The Corporation shall register the transfer of any shares of Series X Preferred
Stock in the Series X Preferred Stock Register, upon surrender of the certificates (if applicable) evidencing such shares to be transferred,
duly endorsed by the Holder thereof, to the Corporation at its address specified herein. Upon any such registration or transfer, a new
certificate evidencing the shares of Series X Preferred Stock so transferred shall be issued to the transferee and a new certificate
evidencing the remaining portion of the shares not so transferred, if any, shall be issued to the transferring Holder, in each case,
within three Business Days. The provisions of this Certificate of Designation are intended to be for the benefit of all Holders from
time to time and shall be enforceable by any such Holder.
Section 3 Dividends.
Holders shall be entitled to receive, and the Corporation shall pay, dividends on shares of the Series X Preferred Stock (on an as-if-converted-to-Common-Stock
basis, without regard to the Beneficial Ownership Limitation) equal to and in the same form, and in the same manner, as dividends (other
than dividends on shares of the Common Stock payable in the form of Common Stock) actually paid on shares of the Common Stock when, as
and if such dividends (other than dividends payable in the form of Common Stock) are paid on shares of the Common Stock. Other than as
set forth in the previous sentence, no other dividends shall be paid on shares of Series X Preferred Stock, and the Corporation shall
pay no dividends (other than dividends payable in the form of Common Stock) on shares of the Common Stock unless it simultaneously complies
with the previous sentence.
Section 4 Voting
Rights; Amendments.
(a)
Except as otherwise provided herein or as otherwise required by the DGCL, the Series X Preferred Stock shall have no voting rights.
However, as long as any shares of Series X Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of
the Holders of a majority of the then outstanding shares of Series X Preferred Stock: (i) alter or change adversely the powers, preferences
or rights given to the Series X Preferred Stock or alter or amend this Certificate of Designation, amend or repeal any provision of,
or add any provision to, the Certificate of Incorporation or bylaws of the Corporation, or file any articles of amendment, certificate
of designations, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter
or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series X Preferred Stock,
regardless of whether any of the foregoing actions shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation
or otherwise, (ii) issue further shares of Series X Preferred Stock or increase or decrease (other than by conversion) the number of
authorized shares of Series X Preferred Stock, (iii) prior to the Stockholder Approval (as defined below), consummate either: (A) any
Fundamental Transaction (as defined below) or (B) any merger or consolidation of the Corporation with or into another entity or any stock
sale to, or other business combination in which the stockholders of the Corporation immediately before such transaction do not hold at
least a majority of the capital stock of the Corporation immediately after such transaction, or (iv) enter into any agreement with respect
to any of the foregoing. Holders of shares of Common Stock acquired upon the conversion of shares of Series X Preferred Stock shall be
entitled to the same voting rights as each other holder of Common Stock, except that such holders may not vote such shares upon the proposal
for Stockholder Approval in accordance with Rule 5635 of the listing rules of The Nasdaq Stock Market LLC.
(b)
Any vote required or permitted under Section 4(a) may be taken at a meeting of the Holders of the Series X Preferred Stock or
through the execution of an action by written consent in lieu of such meeting, provided that the consent is executed by Holders representing
a majority of the outstanding shares of Series X Preferred Stock, unless a higher percentage is required by the DGCL, in which case the
written consent of the Holders of not less than such higher percentage shall be required.
Section 5 Rank;
Liquidation.
(a)
The Series X Preferred Stock shall rank: (i) senior to any class or series of capital stock of the Corporation hereafter created
specifically ranking by its terms junior to the Series X Preferred Stock (“Junior Securities”); (ii) on parity
with the Common Stock and any other class or series of capital stock of the Corporation hereafter created specifically ranking by its
terms on parity with the Series X Preferred Stock (the “Parity Securities”); and (iii) junior to any class
or series of capital stock of the Corporation hereafter created specifically ranking by its terms senior to the Series X Preferred Stock
(“Senior Securities”), in each case, as to distributions of assets upon liquidation, dissolution or winding
up of the Corporation, whether voluntarily or involuntarily (all such distributions being referred to collectively as “Distributions”).
(b)
Subject to the prior and superior rights of the holders of any Senior Securities of the Corporation, upon liquidation, dissolution
or winding up of the Corporation, whether voluntary or involuntary (a “Liquidation”), each Holder shall be
entitled to receive, in preference to any Distributions of any of the assets or surplus funds of the Corporation to the holders of the
Junior Securities, and pari passu with any Distribution to the holders of the Parity Securities, an equivalent amount of Distributions
as would be paid on the Common Stock underlying the Series X Preferred Stock, determined on an as-converted basis (without regard to
the Beneficial Ownership Limitation), plus an additional amount equal to any dividends declared but unpaid on such shares, before any
payments shall be made or any assets distributed to holders of any class of Junior Securities. If, upon any such Liquidation, the assets
of the Corporation shall be insufficient to pay the Holders of shares of the Series X Preferred Stock the amount required under the preceding
sentence, then all remaining assets of the Corporation shall be distributed ratably to the Holders and holders of Parity Securities in
accordance with the respective amounts that would be payable on all such securities if all amounts payable thereon were paid in full.
A Fundamental Transaction shall not be deemed a Liquidation unless the Corporation expressly declares that such Fundamental Transaction
shall be treated as if it were a Liquidation.
Section 6 Conversion.
(a)
Automatic and Optional Conversions. The shares of Series X Preferred Stock shall be convertible into shares of Common Stock
as follows:
i. Automatic Conversion
on Stockholder Approval. Effective as of 5:00 p.m. (New York City time) on the fourth Business Day after the date on which the Corporation’s
stockholders approve the conversion of the Series X Preferred Stock into shares of Common Stock in accordance with the listing rules
of the Nasdaq Stock Market, as set forth in the Purchase Agreement (the “Stockholder Approval”), each share
of Series X Preferred Stock then outstanding shall automatically convert into a number of shares of Common Stock equal to the Conversion
Ratio, subject to the Beneficial Ownership Limitation set forth in Section 6(c) (the “Automatic Conversion”).
In determining the application of the Beneficial Ownership Limitations solely with respect to the Automatic Conversion, the Corporation
shall calculate beneficial ownership for each Holder assuming beneficial ownership of: (x) the number of shares of Common Stock issuable
in such Automatic Conversion, plus (y) any additional shares of Common Stock for which a Holder has provided the Corporation with prior
written notice of beneficial ownership within 45 days prior to the date of Stockholder Approval (a “Beneficial Ownership
Statement”). If a Holder fails to provide the Corporation with a Beneficial Ownership Statement within 45 days prior to
the date of Stockholder Approval, then the Corporation shall presume the Holder’s beneficial ownership of Common Stock (apart from
the Initial Conversion Shares) to be zero. The shares of Common Stock issued upon the Automatic Conversion are referred to as the “Initial
Conversion Shares” and shares of Series X Preferred Stock that are converted in the Automatic Conversion are referred to
as the “Converted Stock”. The Initial Conversion Shares shall be issued as follows:
1.
Converted Stock that is registered in book entry form shall be automatically cancelled upon the Automatic Conversion and converted
into the corresponding Initial Conversion Shares, which shares shall be issued in book entry form and without any action on the part
of the Holders.
2.
Converted Stock that is issued in certificated form shall be deemed converted into the corresponding Initial Conversion Shares
on the date of Automatic Conversion and the Holder’s rights as a holder of such shares of Converted Stock shall cease and terminate
on such date, excepting only the right to receive the Initial Conversion Shares upon the Holder tendering to the Corporation (or its
designated agent) the stock certificate(s) (duly endorsed) representing such certificated Converted Stock.
3.
Notwithstanding the cancellation of the Converted Stock upon the Automatic Conversion, Holders of Converted Stock shall continue
to have any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Corporation
to comply with the terms of this Certificate of Designation. In all cases, the Holder shall retain all of its rights and remedies for
the Corporation’s failure to convert the Converted Stock.
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ii.
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Optional Conversion Following Stockholder Approval.
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1.
Subject to Sections 6(a)(i) and 6(c), at any time and from time to time as of 5:00 p.m. (New York City time) on the fourth Business
Day after Stockholder Approval is obtained, each Holder may, at its option, effect conversions other than the Automatic Conversion of
shares of Series X Preferred Stock into a number of shares of Common Stock equal to the Conversion Ratio (each, an “Optional
Conversion”) by providing the Corporation with the form of conversion notice attached hereto as Annex A (a
“Notice of Conversion”), duly completed and executed. Provided the Corporation’s transfer agent is participating
in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Notice of Conversion
may specify, at the Holder’s election, whether the applicable Conversion Shares shall be credited to the account of the Holder’s
prime broker with DTC through its Deposit Withdrawal Agent Commission system (a “DWAC Delivery”).
2.
The date on which an Optional Conversion shall be deemed effective (the “Conversion Date”) shall be
the Trading Day that the Notice of Conversion, completed and executed, is sent via email to, and received during regular business hours
by, the Corporation; provided, that the original certificate(s) (if any) representing such shares of Series X Preferred Stock being converted,
duly endorsed, and the accompanying Notice of Conversion, are received by the Corporation within two (2) Trading Days thereafter. In
all other cases, the Conversion Date shall be defined as the Trading Day on which the original certificate(s) (if any) representing such
shares of Series X Preferred Stock being converted, duly endorsed, and the accompanying Notice of Conversion, are received by the Corporation.
The calculations set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error.
(b)
Conversion Ratio. The “Conversion Ratio” for each share of Series X Preferred Stock shall initially
be 1,000 shares of Common Stock issuable upon the conversion of each share of Series X Preferred Stock (corresponding to a ratio of 1,000:1),
subject to adjustment as provided herein.
(c)
Beneficial Ownership Limitation. Notwithstanding anything herein to the contrary, the Corporation shall not effect any
conversion of the Series X Preferred Stock, and a Holder shall not have the right to convert any portion of the Series X Preferred Stock,
to the extent that, after giving effect to an attempted conversion set forth on an applicable Notice of Conversion, such Holder (together
with such Holder’s Affiliates, and any other Person whose beneficial ownership of Common Stock would be aggregated with the Holder’s
for purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable regulations of the Commission, including any “group”
of which the Holder is a member (the foregoing, “Attribution Parties”)) would beneficially own a number of
shares of Common Stock in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
number of shares of Common Stock beneficially owned by such Holder and its Attribution Parties shall include the number of shares of
Common Stock issuable upon conversion of the Series X Preferred Stock subject to the Notice of Conversion or the Automatic Conversion
(as applicable) with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which
are issuable upon (A) conversion of the remaining, unconverted Series X Preferred Stock beneficially owned by such Holder or any of its
Attribution Parties, and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation
(including any warrants) beneficially owned by such Holder or any of its Attribution Parties that are subject to a limitation on conversion
or exercise similar to the limitation contained herein. For purposes of this Section 6(c), beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act and the applicable regulations of the Commission. In addition, for purposes hereof,
“group” has the meaning set forth in Section 13(d) of the Exchange Act and the applicable regulations of the Commission.
For purposes of this Section 6(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of
outstanding shares of Common Stock as stated in the most recent of the following: (A) the Corporation’s most recent periodic or
annual filing with the Commission, as the case may be, (B) a more recent public announcement by the Corporation that is filed with the
Commission, or (C) a more recent notice by the Corporation or the Corporation’s transfer agent to the Holder setting forth the
number of shares of Common Stock then outstanding. Upon the written request of a Holder (which may be by email), the Corporation shall,
within three (3) Trading Days thereof, confirm in writing to such Holder (which may be via email) the number of shares of Common Stock
then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to any actual
conversion or exercise of securities of the Corporation, including shares of Series X Preferred Stock, by such Holder or its Attribution
Parties since the date as of which such number of outstanding shares of Common Stock was last publicly reported or confirmed to the Holder.
The “Beneficial Ownership Limitation” shall initially be set at 9.99% for each Holder and its Attribution Parties
and may be adjusted at the discretion of the Holder to a number between 4.99% and 19.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to such Notice of Conversion or Automatic
Conversion (as applicable) to the extent permitted pursuant to this Section 6(c). In the context of any Optional Conversion only, the
Corporation shall be entitled to rely on representations made to it by the Holder in any Notice of Conversion regarding its Beneficial
Ownership Limitation. Notwithstanding the foregoing, by written notice to the Corporation, (i)
which will not be effective until the sixty-first (61st) day after such written notice is delivered to the Corporation, the Holder
may reset the Beneficial Ownership Limitation percentage to a higher percentage, not to exceed 19.99%, to the extent then applicable
and (ii) which will be effective immediately after such notice is delivered to the Corporation, the Holder may reset the Beneficial Ownership
Limitation percentage to a lower percentage. Upon such a change by a Holder of the Beneficial Ownership Limitation, the Beneficial Ownership
Limitation may not be further amended by such Holder without first providing the minimum notice required by this Section 6(c). Notwithstanding
the foregoing, at any time following notice from the Company of a Fundamental Transaction, the Holder may change the Beneficial Ownership
Limitation (not to exceed 19.99%) effective immediately upon written notice to the Corporation and may reinstitute a Beneficial Ownership
Limitation at any time thereafter effective immediately upon written notice to the Corporation.
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(d)
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Mechanics of Conversion
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i.
Delivery of Certificate or Electronic Issuance Upon Conversion. Not later than three (3) Trading Days after the applicable
Conversion Date, or if the Holder requests the issuance of physical certificate(s), three (3) Trading Days after receipt by the Corporation
of the original certificate(s) representing such shares of Series X Preferred Stock being converted, duly endorsed, and the accompanying
Notice of Conversion (the “Share Delivery Date”), the Corporation shall either: (a) deliver, or cause to be
delivered, to the converting Holder a physical certificate or certificates representing the number of Conversion Shares being acquired
upon the conversion of shares of Series X Preferred Stock, or (b) in the case of a DWAC Delivery (if so requested by the Holder), electronically
transfer such Conversion Shares by crediting the account of the Holder’s prime broker with DTC through its DWAC system. If in the
case of any Notice of Conversion such certificate or certificates for the Conversion Shares are not delivered to or as directed by or,
in the case of a DWAC Delivery, such shares are not electronically delivered to or as directed by, the applicable Holder by the Share
Delivery Date, the applicable Holder shall be entitled to elect to rescind such Notice of Conversion by written notice to the Corporation
at any time on or before its receipt of such certificate or certificates for Conversion Shares or electronic receipt of such shares,
as applicable, in which event the Corporation shall promptly return to such Holder any original Series X Preferred Stock certificate
delivered to the Corporation and such Holder shall promptly return to the Corporation any Common Stock certificates or otherwise direct
the return of any shares of Common Stock delivered to the Holder through the DWAC system, representing the shares of Series X Preferred
Stock unsuccessfully tendered for conversion to the Corporation.
ii.
Obligation Absolute. Subject to Section 6(c) and Section 6(d)(v) hereof and subject to Holder’s right to rescind
a Notice of Conversion pursuant to Section 6(d)(i) above, the Corporation’s obligation to issue and deliver the Conversion Shares
upon conversion of Series X Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action
or inaction by a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment
against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach
or alleged breach by such Holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law
by such Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Corporation
to such Holder in connection with the issuance of such Conversion Shares. Subject to Section 6(c) and Section 6(d)(v) hereof and subject
to Holder’s right to rescind a Notice of Conversion pursuant to Section 6(d)(i) above, in the event a Holder shall elect to convert
any or all of its Series X Preferred Stock, the Corporation may not refuse conversion based on any claim that such Holder or anyone associated
or affiliated with such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from
a court, on notice to Holder, restraining and/or enjoining conversion of all or part of the Series X Preferred Stock of such Holder shall
have been sought and obtained by the Corporation, and the Corporation posts a surety bond for the benefit of such Holder in the amount
of 150% of the value of the Conversion Shares into which would be converted the Series X Preferred Stock which is subject to such injunction,
which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which
shall be payable to such Holder to the extent it obtains judgment. In the absence of such injunction, the Corporation shall, subject
to Section 6(c) and Section 6(d)(v) hereof and subject to Holder’s right to rescind a Notice of Conversion pursuant to Section
6(d)(i) above, issue Conversion Shares upon a properly noticed conversion.
iii.
Cash Settlement. If, at any time after the earlier of receipt of Stockholder Approval or six months after the initial issuance
of the Series X Preferred Stock, the Corporation fails to deliver to a Holder such certificate or certificates, or electronically deliver
(or cause its transfer agent to electronically deliver) such shares in the case of a DWAC Delivery, pursuant to Section 6(d)(i) on or
prior to the third (3rd) Trading Day after the Share Delivery Date applicable to such conversion (other than a failure caused by incorrect
or incomplete information provided by Holder to the Corporation), then, unless the Holder has rescinded the applicable Notice of Conversion
pursuant to Section 6(d)(i) above, the Corporation shall, at the request of the Holder, pay an amount equal to the Fair Value (defined
below) of such undelivered shares, with such payment to be made within two Business Days from the date of request by the Holder, whereupon
the Corporation’s obligations to deliver such shares underlying the Notice of Conversion shall be extinguished. For purposes of
this Section 6(d)(iii), the “Fair Value” of shares shall be fixed with reference to the last reported Closing
Sale Price as of the Trading Day on which the Notice of Conversion is delivered to the Corporation. For the avoidance of doubt, the cash
settlement provisions set forth in this Section 6(d)(iii) shall be available irrespective of the reason for the Corporation’s failure
to timely deliver Conversion Shares (other than a failure caused by incorrect or incomplete information provided by Holder to the Corporation
or the application of the Beneficial Ownership Limitation), including due to the lack of obtaining Stockholder Approval, or due to applicable
stock exchange rules.
iv.
Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. If the Corporation fails to deliver
to a Holder the applicable certificate or certificates or to effect a DWAC Delivery, as applicable, by the Share Delivery Date pursuant
to Section 6(d)(i) (other than a failure caused by incorrect or incomplete information provided by Holder to the Corporation), and if
after such Share Delivery Date such Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise),
or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such Holder
of the Conversion Shares which such Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”),
then the Corporation shall (A) pay in cash to such Holder (in addition to any other remedies available to or elected by such Holder)
the amount by which (x) such Holder’s total purchase price (including any brokerage commissions) for the shares of Common Stock
so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive from
the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed
(including any brokerage commissions) and (B) at the option of such Holder, either reissue (if surrendered) the shares of Series X Preferred
Stock equal to the number of shares of Series X Preferred Stock submitted for conversion or deliver to such Holder the number of shares
of Common Stock that would have been issued if the Corporation had timely complied with its delivery requirements under Section 6(d)(i).
For example, if a Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to
an attempted conversion of shares of Series X Preferred Stock with respect to which the actual sale price (including any brokerage commissions)
giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Corporation
shall be required to pay such Holder $1,000. The Holder shall provide the Corporation written notice, within three (3) Trading Days after
the occurrence of a Buy-In, indicating the amounts payable to such Holder in respect of such Buy-In together with applicable confirmations
and other evidence reasonably requested by the Corporation. Nothing herein shall limit a Holder’s right to pursue any other remedies
available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief
with respect to the Corporation’s failure to timely deliver certificates representing shares of Common Stock upon conversion of
the shares of Series X Preferred Stock as required pursuant to the terms hereof or the cash settlement remedy set forth in Section 6(d)(iii);
provided, however, that the Holder shall not be entitled to both (i) require the reissuance of the shares of Series X Preferred Stock
submitted for conversion for which such conversion was not timely honored and (ii) receive the number of shares of Common Stock that
would have been issued if the Corporation had timely complied with its delivery requirements under Section 6(d)(i).
v.
Reservation of Shares Issuable Upon Conversion. The Corporation covenants that at all times, it will reserve and keep available
out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of outstanding shares of Series
X Preferred Stock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders of the
Series X Preferred Stock, not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account
the adjustments of Section 7) upon the conversion of all outstanding shares of Series X Preferred Stock. The Corporation covenants that
all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and non-assessable.
vi.
Fractional Shares. No fractional shares or scrip representing fractional shares of Common Stock shall be issued upon the
conversion of the Series X Preferred Stock. As to any fraction of a share which a Holder would otherwise be entitled to receive upon
such conversion, the Corporation shall pay a cash adjustment in respect of such fractional share of Common Stock in an amount equal to
such fraction multiplied by the Fair Value. Whether or not fractional shares would be issuable upon such conversion shall be determined
on the basis of the total number of shares of Series X Preferred Stock the Holder is at the time converting into Common Stock and the
aggregate number of shares of Common Stock issuable upon such conversion.
vii.
Transfer Taxes. The issuance of certificates for shares of the Common Stock upon conversion of the Series X Preferred Stock
shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or
delivery of such certificates, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any
transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the registered Holder(s)
of such shares of Series X Preferred Stock and the Corporation shall not be required to issue or deliver such certificates unless or
until the Person or Persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established
to the satisfaction of the Corporation that such tax has been paid.
(e)
Status as Stockholder. Upon each Conversion Date, (i) the shares of Series X Preferred Stock being converted shall be deemed
converted into shares of Common Stock and (ii) the Holder’s
rights as a holder of such converted shares of Series X Preferred Stock shall cease and terminate, excepting only the right to receive
certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder
because of a failure by the Corporation to comply with the terms of this Certificate of Designation. In all cases, the Holder shall retain
all of its rights and remedies for the Corporation’s failure to convert Series X Preferred Stock. In no event shall the Series
X Preferred Stock convert into shares of Common Stock prior to the Stockholder Approval.
Section 7 Certain
Adjustments.
(a)
Stock Dividends and Stock Splits. If the Corporation, at any time while this Series X Preferred Stock is outstanding: (A)
pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock (which, for avoidance of doubt,
shall not include any shares of Common Stock issued by the Corporation upon conversion of this Series X Preferred Stock) with respect
to the then outstanding shares of Common Stock; (B) subdivides outstanding shares of Common Stock into a larger number of shares; or
(C) combines (including by way of a reverse stock split) outstanding
shares of Common Stock into a smaller number of shares, then the Conversion Ratio shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately after such event
and of which the denominator shall be the number of shares of Common Stock outstanding immediately before such event (excluding any treasury
shares of the Corporation). Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the record date
for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after
the effective date in the case of a subdivision or combination.
(b)
Fundamental Transaction. If, at any time while this Series X Preferred Stock is outstanding, (A) the Corporation effects
any merger or consolidation of the Corporation with or into another Person or any stock sale to, or other business combination (including,
without limitation, a reorganization, recapitalization, spin-off, share exchange or scheme of arrangement) with or into another Person
(other than such a transaction in which the Corporation is the surviving or continuing entity and its Common Stock is not exchanged for
or converted into other securities, cash or property), (B) the Corporation effects any sale, lease, transfer or exclusive license of
all or substantially all of its assets in one transaction or a series of related transactions, (C) any tender offer or exchange offer
(whether by the Corporation or another Person) is completed pursuant to which more than 50% of the Common Stock not held by the Corporation
or such Person is exchanged for or converted into other securities, cash or property, or (D) the Corporation effects any reclassification
of the Common Stock or any compulsory share exchange pursuant (other than as a result of a dividend, subdivision or combination covered
by Section 7(a) above) to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in
any such case, a “Fundamental Transaction”), then, upon any subsequent conversion of this Series X Preferred
Stock the Holders shall have the right to receive, in lieu of the right to receive Conversion Shares, for each Conversion Share that
would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and
amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction
if it had been, immediately prior to such Fundamental Transaction, the holder of one share of Common Stock (the “Alternate
Consideration”). For purposes of any such subsequent conversion, the determination of the Conversion Ratio shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of
Common Stock in such Fundamental Transaction, and the Corporation shall adjust the Conversion Ratio in a reasonable manner reflecting
the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to
the securities, cash or property to be received in a Fundamental Transaction, then the Holders shall be given the same choice as to the
Alternate Consideration it receives upon any conversion of this Series X Preferred Stock following such Fundamental Transaction. To the
extent necessary to effectuate the foregoing provisions, any successor to the Corporation or surviving entity in such Fundamental Transaction
shall file a new certificate of designation with the same terms and conditions and issue to the Holders new preferred stock consistent
with the foregoing provisions and evidencing the Holders’ right to convert such preferred stock into Alternate Consideration. The
terms of any agreement to which the Corporation is a party and pursuant to which a Fundamental Transaction is effected shall include
terms requiring any such successor or surviving entity to comply with the provisions of this Section 7(b) and insuring that this Series
X Preferred Stock (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental
Transaction. The Corporation shall cause to be delivered to each Holder, at its last address as it shall appear upon the stock books
of the Corporation, written notice of any Fundamental Transaction at least 20 calendar days prior to the date on which such Fundamental
Transaction is expected to become effective or close.
(c)
Calculations. All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share,
as the case may be. For purposes of this Section 7, the number of shares of Common Stock deemed to be issued and outstanding as of a
given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Corporation) issued and outstanding.
Section 8 Redemption.
The shares of Series X Preferred Stock shall not be redeemable; provided, however, that the foregoing shall not limit the ability of
the Corporation to purchase or otherwise deal in such shares to the extent otherwise permitted hereby and by law, nor shall the foregoing
limit the Holder’s rights under Section 6(d)(iii).
Section 9 Transfer.
A Holder may transfer such shares of Series X Preferred Stock in whole, or in part, together with the accompanying rights set forth herein,
held by such holder without the consent of the Corporation; provided that such transfer is in compliance with applicable securities laws.
The Corporation shall in good faith (i) do and perform, or cause to be done and performed, all such further acts and things, and (ii)
execute and deliver all such other agreements, certificates, instruments and documents, in each case, as any holder of Series X Preferred
Stock may reasonably request in order to carry out the intent and accomplish the purposes of this Section 9.
Section 10 Miscellaneous.
(a)
Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without
limitation, any Notice of Conversion, shall be in writing and delivered personally, via email or sent by a nationally recognized overnight
courier service, addressed to the Corporation, at 100 High Street, Floor 28, Boston, Massachusetts Attention: General Counsel, email:
bharshbarger@catabasis.com, or such other email address or mailing address as the Corporation may specify for such purposes by notice
to the Holders delivered in accordance with this Section. Any and all notices or other communications or deliveries to be provided by
the Corporation hereunder shall be in writing and delivered personally, by email at the email address of such Holder appearing on the
books of the Corporation, or if no such email address appears on the books of the Corporation, sent by a nationally recognized overnight
courier service addressed to each Holder, at the principal place of business of such Holder. Any notice or other communication or deliveries
hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered
via email at the email address specified in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the date immediately
following the date of transmission, if such notice or communication is delivered via email at the email address specified in this Section
between 5:30 p.m. and 11:59 p.m. (New York City time) on any date, (iii)
the second Business Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon
actual receipt by the party to whom such notice is required to be given.
(b)
Lost or Mutilated Series X Preferred Stock Certificate. If a Holder’s Series X Preferred Stock certificate shall
be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation
of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares
of Series X Preferred Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction
of such certificate, and of the ownership thereof, reasonably satisfactory to the Corporation and, in each case, customary and reasonable
indemnity, if requested. Applicants for a new certificate under such circumstances shall also comply with such other reasonable regulations
and procedures and pay such other reasonable third-party costs as the Corporation may prescribe.
(c)
Waiver. Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall
not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate
of Designation or a waiver by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term
of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder)
of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation. Any waiver
by the Corporation or a Holder must be in writing. Notwithstanding any provision in this Certificate of Designation to the contrary,
any provision contained herein and any right of the Holders of Series X Preferred Stock granted hereunder may be waived as to all shares
of Series X Preferred Stock (and the Holders thereof) upon the written consent of the Holders of not less than a majority of the shares
of Series X Preferred Stock then outstanding, unless a higher percentage is required by the DGCL, in which case the written consent of
the Holders of not less than such higher percentage shall be required.
(d)
Severability. If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of
this Certificate of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall
nevertheless remain applicable to all other Persons and circumstances.
(e)
Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day,
such payment shall be made on the next succeeding Business Day.
(f)
Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation
and shall not be deemed to limit or affect any of the provisions hereof.
(g)
Status of Converted Series X Preferred Stock. If any shares of Series X Preferred Stock shall be converted or repurchased
or otherwise be acquired by the Corporation, or cash settled pursuant to Section 6(d)(iii) hereof, such shares shall resume the status
of authorized but unissued shares of preferred stock and shall no longer be designated as Series X Preferred Stock.
********************
IN WITNESS WHEREOF, the
undersigned has executed this Certificate of Designation this ____day of_____, 2021.
By: Jill C. Milne
Title: President and CEO
ANNEX A
NOTICE OF CONVERSION
(TO BE EXECUTED BY THE REGISTERED
HOLDER IN ORDER TO CONVERT SHARES OF SERIES X PREFERRED STOCK)
The undersigned Holder hereby
irrevocably elects to convert the number of shares of Series X Preferred Stock indicated below, [represented by stock certificate No(s).
[•]] [represented in book-entry form], into shares of common stock, par value $0.001 per share (the “Common Stock”),
of Catabasis Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), as of the date written below.
If securities are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable
with respect thereto. Capitalized terms utilized but not defined herein shall have the meaning ascribed to such terms in that certain
Certificate of Designation of Preferences, Rights and Limitations of Series X Convertible Preferred Stock (the “Certificate
of Designation”) filed by the Corporation with the Secretary of State of the State of Delaware on January 28, 2021.
As of the date hereof, the
number of shares of Common Stock beneficially owned by the undersigned Holder (together with such Holder’s Affiliates, and any
other Person whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) or
Section 16 of the Exchange Act and the applicable regulations of the Commission, including any “group” of which the Holder
is a member (the foregoing, “Attribution Parties”)), including the number of shares of Common Stock issuable
upon conversion of the Series X Preferred Stock subject to this Notice of Conversion, but excluding the number of shares of Common Stock
which are issuable upon (A) conversion of the remaining, unconverted Series X Preferred Stock beneficially owned by such Holder or any
of its Attribution Parties, and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation
(including any warrants) beneficially owned by such Holder or any of its Attribution Parties that are subject to a limitation on conversion
or exercise similar to the limitation contained in Section 6(c) of the Certificate of Designation, is [•] %. For purposes hereof,
beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the applicable regulations of the Commission.
In addition, for purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and the applicable
regulations of the Commission.
Conversion calculations:
Date
to Effect Conversion: _____________________________________________________________________
Number
of shares of Series X Preferred Stock owned prior to Conversion:__________________________________
Number
of shares of Series X Preferred Stock to be Converted:__________________________________________
Number
of shares of Common Stock to be Issued:____________________________________________________
Address for delivery of physical
certificates: ________________________________________________________
or
for DWAC Delivery:
DWAC Instructions:
Broker no: _____________________________________________________
Account no: ___________________________________________________
HOLDER
